This week’s post unpacks the fatal flaws in a mostly-precluded discounted cash flow calculation in a New York appraisal proceeding.
Continue Reading Your Business Appraiser Relied on What!? Lessons from a Mostly-Decided Motion to Preclude
A rudimentary, “de facto” operating agreement with a cryptic withdrawal/buyout provision predictably set the stage for a unique valuation contest in the Delaware case highlighted in this week’s New York Business Divorce.
Continue Reading Half-Baked LLC Agreement Yields Improvised Valuation Decision
This week’s New York Business Divorce travels to the Land of 10,000 Lakes a/k/a Minnesota where a recent court decision in a high-stakes stock valuation case generated some fairly sharp criticism of the expert appraisers whose values differed by almost 400%.
Continue Reading Appraisers’ Valuations Are Light-Years Apart, But Does That Make Them Hired Guns?
Justice Alan Scheinkman’s highly detailed, 33-page decision last week in Verghetta v Lawlor, valuing a minority interest in two LLCs that own and operate Planet Fitness health clubs, is must reading for lawyers and business appraisers who handle fair value contests. Learn more in this week’s New York Business Divorce.
Continue Reading Threading the Fair-Value Needle: Court Finds Major Flaws in Both Sides’ Appraisals in Arriving at Its Own Value
For the second week in a row, New York Business Divorce examines the always controversial discount for lack of marketability in fair value contests, this time focusing on a recent New Jersey appellate decision applying a 25% DLOM despite strong evidence of liquidity.
Continue Reading Court Applies 25% Marketability Discount Despite “Strong Indicators of Liquidity”
After years of litigation and a lengthy trial, earlier this month Justice Timothy Driscoll released his decision fixing the fair value of the petitioning 50% shareholder’s interest in the AriZona Iced Tea companies. You won’t want to miss it in this week’s New York Business Divorce.
Continue Reading Court Rejects Potential Acquirers’ Expressions of Interest, Relies Solely on DCF Method to Determine Fair Value of 50% Interest in AriZona Iced Tea
Stock valuation aficionados will not want to miss the report in this week’s New York Business Divorce on the recent decision in Matter of Harlem River Yard Ventures, Inc. It’s a dissenting shareholder case triggered by a squeeze-out merger in which the court was faced with widely disparate expert valuations of a company holding a 99-year lease on the Bronx site of the former Penn Central rail yards, now serving as an industrial park.
Continue Reading Court Endorses Discounted Cash Flow Method, Rejects Post-Merger Tax Benefits, in Determining Fair Value Award to Dissenting Shareholder
Chris Mercer, one of the country’s leading authorities on business valuation, has written a series of important and helpful articles on the statutory fair value standard used by courts in dissenting shareholder appraisals and oppressed minority shareholder buy-out proceedings. Get a taste in this week’s New York Business Divorce.
Continue Reading Chris Mercer Tackles Statutory Fair Value